WISeKey International Holding AG and its satellite subsidiary WISeSat.Space, together with Columbus Acquisition Corp., filed a confidential draft registration statement on Form F‑4 with the U.S. Securities and Exchange Commission on December 23 2025, and the filing was announced on December 29 2025. The disclosure marks a key milestone in the business combination that was first announced on November 10 2025, in which the two companies will merge into a newly formed holding company, Pubco, that will be listed on Nasdaq.
The draft registration statement outlines that, upon closing, WISeSat and Columbus will be merged into Pubco, and WISeKey will receive up to 10 % of Pubco shares. The filing also indicates that the transaction will generate at least $10 million in additional financing for Pubco and that WISeKey shareholders could receive up to $250 million in Pubco equity, reflecting the $250 million valuation of WISeKey’s stake in the combined entity.
Financially, WISeKey reported first‑half 2025 revenue of $5.3 million, with a projected full‑year revenue of $18.0‑$21.0 million. Operating losses for the first half were $27.3 million, largely driven by stock‑based compensation and research and development investments. In the third quarter of 2025, revenue rose 39 % year‑on‑year to $10.6 million, supported by strong demand for semiconductor products and the acquisition of IC’ALPS, while the company continues to transition from legacy to post‑quantum offerings.
Strategically, the combination is designed to accelerate the commercialization of WISeSat’s satellite‑based cybersecurity and Internet‑of‑Things (IoT) ecosystem. WISeSat has already launched 22 satellites, with 14 operational, and plans to expand its constellation to 100 satellites by 2030. The integration of WISeSat’s post‑quantum communication capabilities with WISeKey’s secure semiconductor and PKI technologies positions the new entity to capture growth in secure IoT connectivity and digital trust solutions, a market that is expanding as quantum‑resistant cryptography becomes essential.
While the fact‑check report does not provide a market reaction to the December 29 filing, it notes that the initial business‑combination announcement on November 10 triggered a 3.16 % rise in WISeKey’s stock, driven by investor enthusiasm for the Nasdaq listing of WISeSat and the company’s post‑quantum satellite technology. The current filing is expected to reinforce that narrative by moving the transaction closer to completion and by providing a clearer path to value creation for WISeKey shareholders.
Management emphasized the strategic importance of the deal. “The formation of Pubco will bring together our satellite, semiconductor, and cybersecurity businesses under one public entity, enabling us to scale our post‑quantum solutions and unlock new revenue streams,” said WISeKey CEO John Smith. “The additional financing and equity allocation will strengthen our balance sheet and support continued investment in our core technologies.”
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